Loading...
HomeMy WebLinkAboutContract 39368 CITY SECRETARY CONTRACT NO. Field Sponsorship Agreement THIS AGREEMENT is made and entered into this 1ST day of November, 2009, by and between THE CITY OF FORT WORTH, a home rule municipal corporation situated in Tarrant, Denton and Wise Counties, Texas (hereinafter referred to as "City") acting by and through its Parks and Community Services Department, 4200 South Freeway Suite 2200, Fort Worth, Texas 76115 and the CityParc, having a business office located at, 10501 N. Beach Street, Keller, Texas, 76248 acting by and through its duly authorized representative. WHEREAS, the City of Fort Worth owns, and through its Parks and Community Services Department, operates certain buildings, gymnasiums, and parks; WHEREAS, the City of Fort Worth wishes to offer, at the discretion and approval of the Parks and Community Services Department, companies the right to advertise their products by the use of signage at various park and athletic field locations; WHEREAS, the City of Fort Worth has set the pricing options for sponsorship signage to include a bronze level for $1,000 for the outfield and perimeter fencing, a silver level for $2,000 for behind home plate, a gold level for$5,000 for the front of each park entrance and a platinum level for $10,000 which is applicable to only Gateway and Rolling Hills Parks; WHEREAS, the CityParc has chosen the bronze level and desires to place advertising at one Fort Worth city parks; and WHEREAS, in order to accomplish the aforesaid objectives it is necessary to enter into an agreement to set out the criteria to be adhered to between the CityParc and the City of Fort Worth; NOW THEREFORE, for and in consideration of the performance of the mutual covenants and agreements herein contained, the parties hereto do hereby covenant and mutually agree as follows: 1. Fort Worth hereby grants the CityParc the nonexclusive right to make available to the City one advertising sign for placement at North Park Soccer Complex. Said signs shall be placed at North Park Soccer Complex perimeter fencing for the purpose of advertising and promoting CityParc. 2. The primary term of this Agreement shall be for five (5) years, commencing on the 1st day of November, 2009 and ending on the 30th day of October, 2014. The primary term may be renewed by mutual agreement between the CityParc and the City for two (2) successive one (1) year terms under the same conditions and terms of this Agreement. CITY s, IRORTH,TX 3. CityParc shall pay to the City, as the annual sponsorship fee, the amount of One Thousand ($1,000.00) Dollars per year for each sign, for a total sponsorship fee of$5,000 for the term of this Agreement. Unless otherwise specified by this Agreement, the first yearly payment of$1,000.00 shall be made on or before execution of this Agreement and prior to the placement of the signs at North Park Soccer Complex. All remaining yearly payments must be made no later than the 31 st day of the month this Agreement is executed. CityParc will have annual opportunity to negotiate pricing in order to upgrade to a higher level of product advertisement. 4. Advertising signage must be made of corrugated plastic, weather resistant aluminium or painted steel material that is a minimum of 6 feet in length and 4 feet in height, not to exceed 8 feet in length. All signs must have holes/grommets allowing them to be attached to chain link fencing. Sign (s) will be mounted by securing each corner of the sign (s) with bolts and flat steel screws. The City of Fort Worth Parks and Community Services Department will install all signs on outfield fencing. 5. The City of Fort Worth Parks and Community Services Department will not be responsible for damage to the signs as a result of weather, graffiti, theft or vandalism. It is the responsibility of the CityParc to ensure signs are presentable at all times and to replace any signs that are torn, worn, damaged or vandalized. If the signs become damaged the City of Fort Worth will provide written notification to CityParc. CityParc must remove the sign(s) within 10 days of receipt of written notification for repair or replacement on a date and at a time approved by the City. If removal and repair/replacement are not made within the 30-day time period, the sign(s) will be removed and disposed of by the City of Fort Worth Parks and Community Services Department. 6. The City of Fort Worth Parks and Community Services Department shall have final approval of all advertising materials and reserves the right to accept or reject, at its sole discretion, any advertising. 7. CityParc warrants that property protected by copyright will not be reproduced or used unless written permission from copyright or trademark holder is obtained. CityParc covenants to comply strictly with all laws respecting copyright, royalties and trademarks and shall not infringe on any related statutory, common law, or other right of any person or entity. CityParc agrees to assume full responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101, et seq.) and any Regulations issued there under including, but not limited to, the assumption of any and all responsibilities for paying royalties which are due for the use of copyrighted works in CityParc exhibitions to the copyright owner, or representative or said copyright owner. City expressly assumes no obligations, implied or otherwise, regarding payment or collection of any such fees or financial obligations. City specifically does not authorize, permit, or condone the reproduction, or other use of copyrighted materials by CityParc or its agents or licensees without the appropriate licenses or permission being secured by CityParc in advance. IT 2 r IS FURTHER AGREED THAT CITYPARC SHALL DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FOR ANY CLAIMS ARISING FROM NONPAYMENT TO LICENSING AGENCIES OR DAMAGES ARISING OUT OF CITYPARC INFRINGEMENT OR VIOLATION OF THE COPYRIGHT LAW AND/OR REGULATIONS. City expressly assumes no obligation to review or obtain appropriate licensing and all such licensing shall be the exclusive obligation of CityParc. 8. The doctrine of respondeat superior shall not apply as between CityParc and City and nothing contained in this Agreement shall be deemed to constitute City and CityParc as partners or joint venturers with each other, nor shall CityParc be considered to be an agent, representative or employee of the City. CityParc shall have the exclusive control of and the right to control its employees and the details of its operation on the Premises and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors. 9. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations, or interferences; fires; strikes; lockouts, national disasters; riots; material or labor restrictions; transportation problems; or any other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable shall be extended for a period of time equal to the period such party was delayed. 10. CITYPARC AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS SERVANTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEA TH, THA T MA Y RELA TE TO, ARISE OUT OF OR BE OCCASIONED BY (r) CITYPARC BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (ii) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF CITYPARC, ITS OFFICERS, AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY) OR SUBCONTRACTORS, RELATED TO THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPL Y TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS, AND IN THE EVENT OF JOINT AND CONCURRENT NEGLIGENCE OF CITYPARC AND CITY, RESPONSIBILITY, IF ANY, SHALL BE APPORTIONED 3 COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. 11. Either party may terminate this Agreement without cause upon thirty (30) days written notice to the other party. Said termination notice shall be considered rendered when placed in the United States Postal Service for delivery to the other party. Upon termination, the parties shall be released from all obligations contained in this Agreement except for the Indemnification sections in item #s 7 & 10 above. The City of Fort Worth may, in its sole discretion, terminate this Agreement immediately should the City of Fort Worth Parks and Community Services Department Director determine in his or her sole discretion that another beneficial use for the Premise exists. Notwithstanding the above, either party may terminate this Agreement if the other party is in breach of this Agreement and fails to cure the same after thirty (30) days written notice. 12. Any notice under this Agreement must be in writing and delivered by personal delivery, overnight courier, or certified mail, return receipt requested, and shall be deemed given upon: i) personal delivery; ii) one (1) business day after deposit with an overnight courier; or iii) five (5) days after deposit in the United States Mail as set forth above. Notices must be sent to a party at its address as set forth below or such other address as the party May specify in writing by notice pursuant to this section. CityParc Carrie Flake 10501 N. Beach Street Keller, Texas 76248 CITY OF FORT WORTH Attn: Richard Zavala, Director PACSD 4200 South Freeway Suite 2200 Fort Worth, Texas 76115 13. Each of the provisions included in this Agreement is separate, distinct and severable from the other and remaining provisions of this Agreement, and the invalidity or unenforceability of any provision, shall not affect the validity or enforceability of any other provision or provisions hereunder. Further, if any provision is ruled invalid or unenforceable by a court of competent jurisdiction because of a conflict between such provision and any applicable law or public policy, such provision shall be redrawn to be valid and enforceable to the extent required for such provision to be consistent with such law or public policy. 4 14. The parties hereto may not assign any rights or delegate any duties under the Agreement without the written consent of the other party. 15. This Agreement, together with any exhibits, constitute the entire agreement between the parties, and there are no representations, warranties, covenants and agreements between the parties other than those set forth or provided for herein, and any prior or contemporaneous oral or written agreement which purports to vary from the terms hereof, shall be void. 16. This Agreement may not be amended except by written instrument signed by all parties. 17. Venue shall be in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. Each party hereto represents and warrants that it has valid authority to execute this Agreement and has obtained all necessary authorizations to undertake the obligations contained in this Agreement. 19. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument, and in making proof hereof, it shall not be necessary to produce or account for more than one such counterpart. 5 EXECUTED on this the day of �.�G , 2009 ATTEST: CITY OF FORT WORTH By: City9ecretary harles Daniels, ssistant City Manager Approved as to form and legality: David Yett, City Attorney By: Assistant Ci Attorney Carrie Flake, Property Manager G 6